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M3TEK — AGM Information 2026
Jun 2, 2026
52635_rns_2026-06-02_51eccd75-85d9-4d88-a25b-834d4da83bdb.pdf
AGM Information
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M3 Technology Inc.
2026 Annual Shareholders’ Meeting Minutes
Time: A.M. 9:00 a.m. on Friday, May 22, 2026
Place: 1F., No. 399, Ruiguang Rd., Neihu Dist., Taipei City (Liberty Square Convention Center)
Meeting Type: Physical Shareholders’ Meeting
The Number of Shares of Attendance: Attending shareholders and proxy represented 25,434,686 shares accounting for 58.54% of 43,442,593 shares, the Company’s total outstanding shares.
Directors present: AP Memory Technology Corporation (Representative: Yu-Hsin Lin); Zhi-Feng Jiang (Independent Director, Chairperson of Audit Committee). A total of two directors attended the meeting in person.
Attendees: Raymond Wu (President); Chia-Hsin Lin (financial and accounting officer); Chih-Feng Yu (CPA); and Wei-li Liu (Attorney)
Chairman: AP Memory Technology Corporation (Representative: Yu-Hsin Lin), the Chairman of the Board of Directors
Recorder: Yu-Tien Chang
- Call the meeting to order:
The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.
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Open Speech by the Chairman: (Omitted)
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Report Matters
Proposal 1: To Report the Business of 2025.
Explanation: The Company’s 2025 Business Report is attached herein (Please refer to the attachment in this Handbook).
Proposal 2: The 2025 Audit Committee’s Review Report.
Explanation: Audit Committee’s Review Report on 2025 Financial Statements is attached herein (Please refer to the attachment in this Handbook).
Proposal 3: To Report 2026 Employees and Directors Remuneration.
Explanation: 1. In accordance with Article 25 of the Articles of Incorporation, the Company shall allocate no less than 1% of the net profit before tax, before deducting employees' remuneration and directors' remuneration, as remuneration to employees. Considering capital structure, shareholder interests, and the Articles of Incorporation, it is proposed that
remuneration of employees in the amount of NT$2,031,341 be distributed from the 2025 earnings as the basis for recognition of estimated employees' remuneration expense for the year. The remuneration is proposed to be paid entirely in cash, representing 1% of the profit before income tax prior to deducting employees' remuneration and directors' remuneration. Of the employee remuneration amount, NT$102,450 was allocated to non-executive employees, representing 5.04% of the total employee remuneration appropriation, in compliance with the Articles of Incorporation.
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According to the same regulation, up to 2% of the company's surplus must be allocated as director's remuneration. Considering capital structure, shareholder interests, and the Articles of Incorporation, the company distributes remuneration of directors in the amount of NT$2,031,340 from the 2025 earnings as director's remuneration expense. The remuneration of directors in 2025 is distributed in cash. This amount represents 1% of net income before tax and before deducting employees and directors' remuneration, in compliance with company regulations.
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There is no difference between the above allocation and the estimated remuneration expense for employees and directors in 2025.
Proposal 4: To Report 2025 Earnings Distribution.
Explanation: 1. At the beginning of the 2025 fiscal year, the company's undistributed retained earnings in the previous year is NT$407,522,835, plus the 2025 net income after tax of the Company is NT$157,241,504, the provision of legal reserve by law is NT$15,724,150, along with NT$178,414 recovered from share-based compensation, so the total distributable earnings for the current period amount to NT$549,218,603.
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The cash dividends total NT$108,507,483 through a board resolution on February 25, 2026. Based on the total outstanding shares of 43,402,993 as of December 31, 2025, this equates to a cash dividend of NT$2.5 per share will be distributed. The actual dividend per share will be calculated based on the total number of issued and outstanding shares on the ex-dividend date.
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Distribute cash according to the proportion of shares held by shareholders recorded on the shareholders list as of ex-dividend date. Cash dividends distributed to each shareholder will be rounded down to the nearest dollar (if it is less than NT$1, round it off). The total amount under NT$1 due to the rounding off will be recognized as the Company's other income.
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Upon the approval of the annual shareholders' meeting, it is proposed that the chairman be authorized to resolve the ex-dividend date, ex-rights date and other relevant issues. Also, if there is a subsequent change in the number of outstanding shares of the Company due to the issuance of new shares, stock buyback, or the exercise of the employee stock option, the chairman is delegated to decide any matters in terms of
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the change of record date and payout ratio.
Proposal 5: To Report the Details and Amounts of the Remuneration Received by Individual Directors.
Explanation: The board of directors' compensation allocation for 2025 is attached herein (Please refer to the attachment in this Handbook).
Proposal 6: To Report the Transactions with Related Parties in 2025.
Explanation: The transactions with related parties in 2025 are attached herein (Please refer to the attachment in this Handbook).
4 - Acknowledged Matters
To Acknowledge 2025 Business Report, Parent Company Only Financial Statements, Consolidated Financial Statements and Earnings Distribution Table. (Proposed by the Board of Directors)
Explanation: 1. The Company's 2025 parent company only financial statements and consolidated financial statements have been audited by CPA Chih-Feng Yu and CPA Pi-Yu Chuang of Deloitte Taiwan. The above-mentioned financial statements along with the 2025 business report and earnings distribution table were approved by the Board and submitted to the Audit Committee for review. The review report shall be presented to request acknowledged at the shareholders' meeting.
- Please refer to the attachments in this handbook for the 2025 business report, the 2025 parent company only financial statements, consolidated financial statements, the 2025 earnings distribution table and the audit committee's review report.
Resolution: RESOLVED, that the above proposal be and hereby was acknowledged as proposed. Shares represented at the time of voting: 25,434,686.
| Result | % | |
|---|---|---|
| Votes in favor: | 23,266,416 | 91.47% |
| Votes against: | 622,307 | 2.44% |
| Invalid Votes: | 0 | 0.00% |
| Abstained / Unvoted votes | 1,545,963 | 6.07% |
5 - Discussion Matters
Amendment to the Company's "Rules and Procedures of Shareholders Meeting" (Proposed by the Board of Directors)
Explanation: 1. In accordance with the official document of No. 1150002970 issued by the Taiwan Stock Exchange on March 5, 2026, and in response to the amendments to Article 6 of the "Regulations Governing the Contents and
Compliance Requirements of the Shareholders' Meeting Agenda for Public Companies," as well as with reference to the scrutineer system adopted in international practices, it is proposed to amend the Company's "Rules of Procedure for Shareholders Meetings."
- Please refer to the attachment in this handbook for the comparison table of the amended provisions.
Resolution: RESOLVED, that the above proposal be and hereby was acknowledged as proposed. Shares represented at the time of voting: 25,434,686.
| Result | % | |
|---|---|---|
| Votes in favor: | 23,270,697 | 90.14% |
| Votes against: | 621,924 | 4.10% |
| Invalid Votes: | 0 | 0.00% |
| Abstained / Unvoted votes | 1,542,065 | 5.75% |
6 - Election Matters
To Elect nine Directors (Including three Independent Directors) (Proposed by the Board of Directors)
Explanation: 1. Upon the expiry of the Directors' terms of office, the successor Directors will be elected at this Annual General Shareholders Meeting.
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Directors shall be elected by adopting candidates nomination system as specified in Article 16 of Incorporation. The Board of Directors resolved that nine Directors (including three Independent Directors) Shareholders shall elect, the List of Director (including Independent Directors) Candidates, whose education, experience and relevant information, please refer to the attachment and Pages 54 to 55 of the Meeting Handbook.
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The Directors to be elected shall assume office immediately after the shareholders' meeting. The terms of office of the Directors to be elected shall be three years, commencing on May 22, 2026, and expiring on May 21, 2029.
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The list of director candidates was nominated and approved by the Board of Directors on April 7, 2026.
Election results:
| Title | Name | Elected Votes |
|---|---|---|
| Director | AP Memory Technology Corporation | |
| Representative: Yu-Hsin Lin | 26,063,967 | |
| Director | AP Memory Technology Corporation | |
| Representative: Chi-Hsun Hung | 23,573,487 | |
| Director | Chang-Yong Chen | 22,803,602 |
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| Director | Shanyi Investment Co., Ltd
Representative: Robbins Yeh | 22,728,805 |
| --- | --- | --- |
| Director | Mosaix Labs Corporation
Representative: Raymond Wu | 22,552,039 |
| Director | Shui Xin Investments Co., Ltd.
Representative: Ching-Yao Lan | 22,416,315 |
| Independent Director | Yeh Shu | 22,132,823 |
| Independent Director | Hou-Yi Liang | 22,029,582 |
| Independent Director | Yeu-Chung Lin | 21,925,211 |
7 · Other Motions
To Release the Restriction on Directors (Including Independent Directors) from Participation in Competitive Business. (Proposed by the Board of Directors)
Explanation: 1. In accordance with Article 209 of the Company Act, the director must explain the significance of their actions that fall within the scope of the company's business at the shareholders' meeting and obtain approval for the actions whether for themselves or for others.
- In view of the operational needs of the Company and those directors might act in their own interests on matters within the Company's business scope, it is proposed to release the non-competition restrictions on directors. The details of releasing the restriction on the director from participation in competitive business are attached herein (Please refer to the attachment in this handbook).
Resolution: RESOLVED, that the above proposal be and hereby was acknowledged as proposed. Shares represented at the time of voting: 25,434,686.
| Result | % | |
|---|---|---|
| Votes in favor: | 23,126,108 | 90.92% |
| Votes against: | 637,473 | 2.51% |
| Invalid Votes: | 0 | 0.00% |
| Abstained / Unvoted votes | 1,671,105 | 6.57% |
8 · Exemplary Motion: None.
9 · Adjournment: The meeting was concluded at 9:21 a.m. on the same day, and the Chairman declared the meeting adjourned.
No questions were raised by shareholders during the meeting.
(This English translation is provided for reference only and might not precisely reflect the original language's true meaning and full text.)
Attachment 1
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2025 Annual Business Report
M3 Technology Inc.
2025 Annual Business Report
Since the beginning of 2025, benefiting from the gradual recovery in end-market demand in 2024, downstream customer order momentum has strengthened, driving industry inventory levels back to a more normalized range.
Starting from the second quarter of 2025, global tariff policies and foreign exchange fluctuations have led to adjustments in market demand dynamics. In response, the Company has continued to optimize its market positioning and product portfolio, enhancing operational flexibility to adapt to structural changes in the industry.
The Company also continues to strengthen its core R&D capabilities, optimize process applications and product architecture design, and improve product performance and cost competitiveness. Through the steady development of next-generation products and expansion into new applications, the Company aims to solidify its market foundation and drive medium-to long-term growth momentum.
I. 2025 Business Results
(I) Business Plan Implementation Outcome
The Company's operating revenue in 2025 was NT$966,665 thousand, with an annual increase of $6.56\%$ from NT$907,178 thousand in 2024. Gross profit in 2025 was NT$465,879 thousand, with an annual increase of $9.09\%$ from NT$427,065 thousand in 2024. Operating profit in 2025 was NT$207,367 thousand, with an annual increase of $48.35\%$ from NT$139,781 thousand in 2024. Profit before income tax in 2025 was NT$200,853 thousand, with an annual increase of $4.72\%$ from NT$191,805 thousand in 2024.
Unit: NT$ Thousand
| Item | 2025 | 2024 | Increase (Decrease) Status | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | |
| Operating revenue | 966,665 | 100.00% | 907,178 | 100.00% | 59,487 | 6.56% |
| Gross profit | 465,879 | 48.19% | 427,065 | 47.08% | 38,814 | 9.09% |
| Operating profit | 207,367 | 21.45% | 139,781 | 15.41% | 67,586 | 48.35% |
| Profit before income tax | 200,853 | 20.78% | 191,805 | 21.14% | 9,048 | 4.72% |
(II) 2025 Budget Implementation Status
The forecast was not announced by the Company in 2025 so the budget implementation disclosure is not required. Nevertheless, the overall actual operation status and performance have been generally consistent with the operation plan internally established by the Company.
(III) Financial Revenue/Expenditure and Profitability Analysis
Unit: NT$ Thousand
| Item | 2025 | 2024 | Increase (Decrease) Status | ||
|---|---|---|---|---|---|
| Financial revenue/ expenditure | Operating revenue | 966,665 | 907,178 | 6.56% | |
| Gross profit | 465,879 | 427,065 | 9.09% | ||
| Profit before income tax | 200,853 | 191,805 | 4.72% | ||
| Profitability | Return on assets (%) | 8.62% | 7.37% | 1.25 ppts | |
| Return on equity (%) | 9.80% | 8.27% | 1.53 ppts | ||
| Ratio to paid-in capital (%) | Operating profit | 47.45% | 32.63% | 14.82 ppts | |
| Profit before income tax | 45.96% | 44.78% | 1.18 ppts | ||
| Net profit margin (%) | 16.27% | 13.40% | 2.87 ppts | ||
| Earnings per share (in NT$) | 3.70 | 2.94 | 25.85% |
(IV) Research and Development Status
- Research and development expenses in the last two years
Unit: NT$ Thousand
| Item | 2025 | 2024 |
|---|---|---|
| R&D expenses (A) | 134,347 | 166,173 |
| Net operating revenue (B) | 966,665 | 907,178 |
| Ratio (A)/(B) | 13.90% | 18.32% |
- R&D outcomes of the Company in 2025 are as follows:
(1) Launched a 36V/6A/500kHz multifunctional I²C digital-controlled synchronous buck converter.
(2) Launched an 18V/12A/700kHz high-efficiency synchronous buck converter.
(3) Launched a 32V/5A/500kHz high-efficiency synchronous buck converter.
(4) Launched a 24V/4A/650kHz high-efficiency synchronous buck converter.
(5) Launched an 18V/6A synchronous buck converter in a compact DFN 2.5×1.5_10L package.
(6) Launched a 5.5V/4A/2.1MHz ultra-compact synchronous buck converter in a DFN 1.5×1.5_6L package.
(7) Launched a 6V/1A/6MHz low-power (11μA quiescent current) ultra-compact synchronous buck converter in a WCSP_5L package.
(8) Launched a highly integrated 5V/3A/1MHz synchronous buck-boost converter.
(9) Launched a 33V/5A highly integrated I²C digital-controlled load switch for USB PD applications.
(10) Launched a 60V/200mA ultra-low quiescent current (1μA) linear low-dropout regulator (LDO).
(11) Launched a 5.5V/2A linear low-dropout regulator with 3.6V fixed output voltage.
(12) Launched a single-capacitor (LIC) charging management IC with 750mA charging current and 4A discharge capability, featuring comprehensive integrated protection functions.
(13) Launched a single-capacitor (LIC) charging management IC with 5A charging current and ultra-low quiescent current (1μA), featuring comprehensive integrated protection functions for high-power industrial and consumer fast-charging applications.
II. Summary of the 2025 Business Plan
(I) Operational Directives
Leveraging the Company’s extensive experience in analog IC design and product development, we will continue to deepen our core technological capabilities and promote platform-based product design. The Company focuses on developing competitive PMIC and power management solutions to address the evolving demands of information technology, communication infrastructure, AI-related applications, and consumer electronics.
In addition, through both established and newly expanded marketing and distribution channels, the Company aims to broaden application coverage, increase market share, and enhance product value.
(II) Sales Volume Forecast and Basis
The Company establishes its annual sales targets based on customer demand forecasts, market trends, existing order visibility, capacity planning, and historical sales performance.
We will continue to drive new product introductions and optimize existing product portfolios, expand application coverage, and enhance revenue diversification and stability. Meanwhile, the Company will dynamically adjust its operational strategies and
production-sales planning in response to market changes.
(III) Important Production and Sale Policies
- Deepen existing market presence and strategic partnerships
Strengthen the Company's position in key domestic and international markets, enhance long-term collaboration with core customers, and improve product penetration and overall profitability.
- Expand into new markets and applications
Actively develop new customers and explore emerging application areas, while optimizing marketing and distribution channel strategies to broaden the sales base.
- Strengthen supply chain collaboration and capacity flexibility
Maintain stable partnerships with wafer foundries, packaging, and testing service providers to ensure reliable capacity and technical support, while evaluating additional partners to enhance supply flexibility and risk diversification.
- Enhance inventory and operational management mechanisms
Continuously improve inventory management and demand forecasting capabilities to mitigate the impact of industry cycles and enhance capital efficiency.
Looking ahead to 2025, the Company expects to benefit from the rapid advancement of emerging technologies such as AI, which will drive specification upgrades in data centers and networking equipment, thereby supporting demand growth. In addition, the gradual integration of AI functionalities into end devices is expected to enhance product specifications and contribute to a recovery in demand, providing further momentum for revenue growth. However, intensified market competition continues to exert increasing pricing pressure on the Company. At the same time, geopolitical risks, including the U.S.-China technology tensions and evolving policy uncertainties, present additional challenges to the Company's operations. In response, the Company will adhere to its principles of sustainable management and steady growth. While leveraging its strengths in existing markets, the Company will continue to invest in technological innovation and R&D, and actively explore new application areas—supercapacitor-related solutions being one of them—to maintain its competitive advantage in the industry.
Looking forward, with the rapid development of emerging applications such as Wi-Fi 8, AIoT, and AI PCs, the Company is entering a critical phase of product transformation and
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upgrade, and is well positioned to capture new growth momentum in the coming years. This is expected to further strengthen the Company's competitive position in the global PMIC market. Upholding its longstanding commitment to integrity, sustainability, and innovation, the Company will continue to pursue high-quality product development, improve energy efficiency, and create long-term value for its shareholders.
Chairman of the Board: AP Memory Technology Corporation
Representative: Yu-Hsin Lin
CEO: Robbins Yeh
Finance Manager: Chia-Hsin Lin
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Attachment 2 $\cdot$ 2025 the Details and Amount of the Remuneration Received by Individual Director (In Thousands of New Taiwan Dollars
:%)
| Title | Name | Remuneration to the Directors | Total amount of A+B+C+D and as a Percentage of Net Income (%) | Remuneration to Directors who are also employees | Total amount of A+B+C+D+E+F+G and as a Percentage of Net Income (%) | Receives remuneration from non-subsidiary investments | |
|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension and severand pay (B) | Remuneration of directors (C) | Expenses for execution of business (D) | Salary, bonus and special disbursement (E) | Pension and severance pay (F) | Remuneration of employees (G) | |
| The Company | All companies listed in the financial statements | The Company | All companies listed in the financial statements | The Company | All companies listed in the financial statements | The Company | All companies listed in the financial statements |
| Amount | % | Amount | % | Amount of cash | Amount of stock | Amount of stock | Amount |
| Chairman | AP Memory Technology Corp. | - | - | - | - | 641 | 641 |
| Wen-Liang Chen | - | - | - | - | - | - | 15 |
| Yu-Hsin Lin (Note1) | - | - | - | - | - | - | 6 |
| Director | Chang-Yong Chen | - | - | - | - | 215 | 215 |
| Director | David Meng | - | - | - | - | 320 | 320 |
| Director | ITE Tech. Inc. | - | - | - | - | 320 | 320 |
| Hsiu-Che Lin | - | - | - | - | - | - | 15 |
| Director | Wei-Tse Hung | - | - | - | - | 215 | 215 |
| Director | Robbins Yeh (Note2) | - | - | - | - | 320 | 320 |
| Independent Director | Zhi-Feng Jiang | 816 | 816 | - | - | - | - |
| Independent Director | Zu-Ming Bi | 816 | 816 | - | - | - | - |
| Independent Director | Hsieh-Ju Peng | 816 | 816 | - | - | - | - | 21 | 21 | 837 | 0.53 | 837 | 0.53 | - | - | - | - | - | - | - | 837 | 0.53 | 837 | 0.53 | - |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
- Independent Director Remuneration Policy and Structure : Independent directors receive fixed compensation regardless of company performance, as approved by the Board and in accordance with the Company's remuneration policy. They are also entitled to a transportation allowance of NT$3,000 per meeting for attending board or shareholders' meetings. Independent directors do not participate in the annual profit-based remuneration and their compensation is not linked to performance.
- Additional Compensation Disclosure : In the most recent fiscal year, no directors received remuneration for services (e.g., as consultants) to the Company or its consolidated entities beyond what is disclosed above.
- Board Remuneration for FY2025 : The director's remuneration for 2025 was approved by the Board on February 25, 2026, and will be paid in cash.
Notes:
- The institutional shareholder, AP Memory Technology Corp, appointed Ms. Yu-Hsin Lin as its representative director, replacing Mr. Wen-Liang Chen, effective October 31, 2025.
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Mr. Robbins Yeh was elected as a director on May 22, 2025.
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Attachment 3 \ 2025 Financial Statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
M3 Technology Inc.
Opinion
We have audited the accompanying parent company only financial statements of M3 Technology Inc. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year
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ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter of the Company’s financial statements for the year ended December 31, 2025 is stated as follows:
Recognition of revenue from the specific customer
The revenue from specific customer amounted to NT$367,230 thousand in 2025; such amount which accounted for 38% of sales revenue is a significant amount of the Company’s financial statements. Therefore, recognition of revenue from the specific customer was deemed to be a key audit matter.
For the accounting policy on recognition of revenue from the specific customer, refer to Note 4 (I2).
The audit procedures for the abovementioned key audit matter were as follows:
- We understood the design and tested the effectiveness of the internal controls with respect to recognition of revenue from specific customer.
- We sent out confirmation request to specific customer; we requested confirmation of the total amount of revenue for the year.
- We selected samples of sales to specific customer and validated the details against the supporting documents, including sales orders, delivery documents and cash received from customer to verify the occurrence of sales transactions.
- We validated selected samples of sales returns and collection of trade receivables after the year-end against the data as of December 31, 2025.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only
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financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chih-Feng Yu and Pi-Yu Chuang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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M3 TECHNOLOGY INC.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 293,847 | 16 | $ 306,001 | 18 |
| Financial assets at amortized cost - current (Notes 4, 7 and 27) | 1,102,285 | 59 | 848,037 | 49 |
| Notes receivable (Notes 4, 8 and 18) | 6,916 | - | 6,391 | - |
| Trade receivables (Notes 4, 8, 18 and 26) | 171,371 | 9 | 158,082 | 9 |
| Other receivables (Notes 4 and 26) | 1,102 | - | 20,777 | 1 |
| Inventories (Notes 4, 5 and 9) | 111,483 | 6 | 139,749 | 8 |
| Prepayments | 1,510 | - | 1,686 | - |
| Other current assets (Note 20) | - | - | 64,522 | 4 |
| Total current assets | 1,688,514 | 90 | 1,545,245 | 89 |
| NON-CURRENT ASSETS | ||||
| Investments accounted for using the equity method (Notes 4 and 10) | 1,836 | - | 11,730 | 1 |
| Property, plant and equipment (Notes 4 and 11) | 161,417 | 8 | 159,323 | 9 |
| Right-of-use assets (Notes 4 and 12) | 4,709 | - | 1,934 | - |
| Intangible assets (Notes 4 and 13) | 10,786 | 1 | 9,127 | - |
| Deferred tax assets (Notes 4 and 20) | 16,386 | 1 | 12,763 | 1 |
| Prepayments for equipment | 36 | - | 1,764 | - |
| Refundable deposits | 287 | - | 952 | - |
| Total non-current assets | 195,457 | 10 | 197,593 | 11 |
| TOTAL | $1,883,971 | 100 | $1,742,838 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4 and 14) | $ 30,000 | 2 | $ - | - |
| Contract liabilities - current (Notes 4 and 18) | 149 | - | 7 | - |
| Notes payable | 17 | - | 3 | - |
| Accounts payable | 56,579 | 3 | 46,562 | 3 |
| Other payables (Notes 15 and 26) | 95,982 | 5 | 97,634 | 6 |
| Current tax liabilities (Notes 4 and 20) | 27,418 | 1 | 10,796 | 1 |
| Provisions - current (Note 4) | 9,354 | 1 | 9,649 | - |
| Lease liabilities - current (Notes 4 and 12) | 2,675 | - | 2,009 | - |
| Other current liabilities | 1,187 | - | 1,060 | - |
| Total current liabilities | 223,361 | 12 | 167,720 | 10 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities (Notes 4 and 20) | - | - | 4,747 | - |
| Lease liabilities - non-current (Notes 4 and 12) | 2,049 | - | - | - |
| Credit balance on the carrying value of investments accounted for using the equity method (Notes 4 and 10) | 4,783 | - | 14,867 | 1 |
| Total non-current liabilities | 6,832 | - | 19,614 | 1 |
| Total liabilities | 230,193 | 12 | 187,334 | 11 |
| EQUITY (Notes 4, 17 and 22) | ||||
| Share capital | ||||
| Ordinary share | 437,056 | 23 | 428,321 | 25 |
| Share capital awaiting retirement | (40) | - | - | - |
| Total share capital | 437,016 | 23 | 428,321 | 25 |
| Capital surplus | 590,054 | 31 | 591,465 | 34 |
| Retained earnings | ||||
| Legal reserve | 96,510 | 5 | 84,354 | 5 |
| Unappropriated earnings | 564,943 | 30 | 504,805 | 29 |
| Total retained earnings | 661,453 | 35 | 589,159 | 34 |
| Other equity | ||||
| Exchange differences on translation of foreign financial statements | 149 | - | 877 | - |
| Unearned compensation | (6,469) | - | (25,893) | (2) |
| Total other equity | (6,320) | - | (25,016) | (2) |
| Treasury shares | (28,425) | (1) | (28,425) | (2) |
| Total equity | 1,653,778 | 88 | 1,555,504 | 89 |
| TOTAL | $1,883,971 | 100 | $1,742,838 | 100 |
The accompanying notes are an integral part of the financial statements.
M3 TECHNOLOGY INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 18 and 26) | ||||
| Sales revenue | $ 972,228 | 101 | $ 910,129 | 100 |
| Sales returns | ( 1,351) | - | ( 1,299) | - |
| Sales discounts | ( 7,249) | ( 1) | ( 1,652) | - |
| Total operating revenue, net | 963,628 | 100 | 907,178 | 100 |
| OPERATING COSTS (Notes 4, 5, 9 and 19) | 497,385 | 52 | 476,292 | 52 |
| GROSS PROFIT | 466,243 | 48 | 430,886 | 48 |
| OPERATING EXPENSES (Notes 4, 19 and 26) | ||||
| Selling and marketing expenses | 38,380 | 4 | 37,064 | 4 |
| General and administrative expenses | 64,433 | 7 | 61,217 | 7 |
| Research and development expenses | 144,224 | 15 | 163,069 | 18 |
| Total operating expenses | 247,037 | 26 | 261,350 | 29 |
| PROFIT FROM OPERATIONS | 219,206 | 22 | 169,536 | 19 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Notes 4 and 26) | 28,497 | 3 | 25,738 | 3 |
| Other income | 74 | - | 138 | - |
| Other gains and losses | 295 | - | 1,339 | - |
| Financial costs | ( 148) | - | ( 1,942) | - |
| Share of loss of subsidiaries (Notes 4 and 10) | ( 10,557) | ( 1) | ( 49,850) | ( 6) |
| Foreign exchange gains, net (Notes 4 and 19) | - | - | 27,360 | 3 |
| Foreign exchange loss, net (Notes 4 and 19) | ( 38,295) | ( 4) | - | - |
| Total non-operating income and expenses | ( 20,134) | ( 2) | 2,783 | - |
| PROFIT BEFORE INCOME TAX | 199,072 | 20 | 172,319 | 19 |
| INCOME TAX EXPENSE (Notes 4 and 20) | ( 41,830) | ( 4) | ( 50,761) | ( 6) |
| NET PROFIT FOR THE YEAR | 157,242 | 16 | 121,558 | 13 |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | ( 728) | - | 413 | - |
(Continued)
M3 TECHNOLOGY INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Other comprehensive (loss) income for the year | ($ 728) | - | $ 413 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 156,514 | 16 | $ 121,971 | 13 |
| EARNINGS PER SHARE (Note 21) | ||||
| Basic | $ 3.70 | $ 2.94 | ||
| Diluted | $ 3.63 | $ 2.84 |
The accompanying notes are an integral part of the financial statements. (Concluded)
- 20 -
M3 TECHNOLOGY INC.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Shares (Notes 4,17 and 22) | Capital Surplus (Notes 6,17 and 22) | Retained Earnings (Note 17) | Other Equity (Notes 4,17 and 22) | Treasury Shares (Notes 4,17 and 22) | Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Share capital awaiting retirement | Total | Legal Reserve | Unappropriated Earnings | Total | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Unearned Compensation | Total | |||||
| BALANCE AT JANUARY 1, 2024 | 42,542 | $ 425,421 | ($ 540) | $ 424,881 | $ 565,381 | $ 62,506 | $ 530,661 | $ 593,167 | $ 464 | ($ 65,945) | ($ 65,481) | ($ 134,835) | $ 1,383,113 | |
| Appropriation of the 2023 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | - | 21,848 | ( 21,848) | - | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 125,697) | ( 125,697) | - | - | - | - | ( 125,697) | |
| Employee compensation cost for employee share options | - | - | - | - | 37 | - | - | - | - | - | - | - | 37 | |
| Cash dividend redemption for share-based payment | - | - | - | - | - | - | 131 | 131 | - | - | - | - | 131 | |
| Employee compensation cost for restricted employee shares | - | - | - | - | - | - | - | - | - | 38,186 | 38,186 | - | 38,186 | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | - | 121,558 | 121,558 | - | - | - | - | 121,558 | |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | - | - | - | 413 | - | 413 | - | 413 | |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | - | 121,558 | 121,558 | 413 | - | 413 | - | 121,971 | |
| Gain on disgorgement | - | - | - | - | 380 | - | - | - | - | - | - | - | 380 | |
| Issuance of ordinary shares under employee share options | 362 | 3,620 | - | 3,620 | 2,081 | - | - | - | - | - | - | - | 5,701 | |
| Issuance of employee restricted shares | 32 | 320 | - | 320 | 3,664 | - | - | - | - | ( 3,984) | ( 3,984) | - | - | |
| Cancellation of employee restricted shares | ( 104 ) | ( 1,040) | 540 | ( 500) | ( 5,350) | - | - | - | - | 5,850 | 5,850 | - | - | |
| Treasury shares transferred to employees for share-based payment | - | - | - | - | 25,272 | - | - | - | - | - | - | 106,410 | 131,682 | |
| BALANCE AT DECEMBER 31, 2024 | 42,832 | 428,321 | - | 428,321 | 591,465 | 84,354 | 504,805 | 589,159 | 877 | ( 25,893) | ( 25,016) | ( 28,425) | 1,555,504 | |
| Appropriation of the 2023 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | - | 12,156 | ( 12,156) | - | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 85,126) | ( 85,126) | - | - | - | - | ( 85,126) | |
| Employee compensation cost for restricted employee shares | - | - | - | - | - | - | - | - | - | 14,096 | 14,096 | - | 14,096 | |
| Cash dividend redemption for share-based payment | - | - | - | - | - | - | 178 | 178 | - | - | - | - | 178 | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | - | 157,242 | 157,242 | - | - | - | - | 157,242 | |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | - | - | - | ( 728) | - | ( 728) | - | ( 728) | |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | - | 157,242 | 157,242 | ( 728) | - | ( 728) | - | 156,514 | |
| Issuance of ordinary shares under employee share options | 915 | 9,150 | - | 9,150 | 3,462 | - | - | - | - | - | - | - | 12,612 | |
| Cancellation of employee restricted shares | ( 41 ) | ( 415 ) | ( 40 ) | ( 455 ) | ( 4,873) | - | - | - | - | 5,328 | 5,328 | - | - | |
| BALANCE AT DECEMBER 31, 2025 | 43,706 | $ 437,056 | ($ 40 ) | $ 437,016 | $ 590,054 | $ 96,510 | $ 564,943 | $ 661,453 | $ 149 | ($ 6,469) | ($ 6,320) | ($ 28,425) | $ 1,653,778 |
The accompanying notes are an integral part of the financial statements.
M3 TECHNOLOGY INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 199,072 | $ 172,319 |
| Adjustments for | ||
| Depreciation expense | 39,500 | 32,584 |
| Amortization expense | 6,789 | 10,638 |
| Financial costs | 148 | 1,942 |
| Interest income | ( 28,497 ) | ( 25,738 ) |
| Compensation cost of treasury shares | - | 6,849 |
| Compensation cost of employee share options | - | 21 |
| Compensation cost of employee restricted shares | 12,438 | 25,448 |
| Loss on disposal of property, plant and equipment | - | 8 |
| Share of loss of subsidiaries | 10,557 | 49,850 |
| (Reversal) write-down of inventories | ( 4,061 ) | 11,939 |
| Unrealized loss (gain) on foreign currency exchange | 27,192 | ( 19,957 ) |
| Reversal of provisions | ( 295 ) | ( 1,347 ) |
| Changes in operating assets and liabilities | ||
| Notes receivable | ( 525 ) | ( 5,396 ) |
| Trade receivables | ( 13,653 ) | 12,728 |
| Other receivables | 19,552 | ( 19,522 ) |
| Inventories | 32,327 | 29,300 |
| Prepayments | 176 | 1,133 |
| Other current assets | - | ( 64,522 ) |
| Contract liabilities | 142 | ( 645 ) |
| Notes payable | 14 | ( 2 ) |
| Accounts payable | 10,252 | ( 11,399 ) |
| Other payables | 3,922 | ( 20,610 ) |
| Other current liabilities | 127 | 306 |
| Net cash generated from operations | 315,177 | 185,927 |
| Interest received | 28,301 | 25,415 |
| Interest paid | ( 143 ) | ( 1,942 ) |
- 26 -
| Income tax returned (paid) | 30,944 | ( 56,136) |
|---|---|---|
| Net cash generated from operating activities | 374,279 | 153,264 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | (2,068,065) | (1,787,538) |
| Proceeds from sale of financial assets at amortized cost | 1,787,130 | 1,781,680 |
| Net cash outflow on acquisition of subsidiary | ( 9,817) | - |
| Payments for property, plant and equipment | ( 46,462) | ( 31,492) |
| Increase in refundable deposits | - | ( 672) |
| Decrease in refundable deposits | 665 | - |
| Payments for intangible assets | ( 4,845) | ( 4,518) |
| Increase in prepayments for equipment | ( 36) | ( 1,764) |
| Net cash used in investing activities | ( 341,430) | ( 44,304) |
(Continued)
M3 TECHNOLOGY INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | $ 30,000 | $ - |
| Repayment of the principal portion of lease liabilities | ( 2,667) | ( 2,623) |
| Cash dividend paid | ( 85,126) | ( 125,697) |
| Exercise of employee share options | 12,612 | 5,701 |
| Treasury shares sold to employees | - | 106,100 |
| Cash dividend redemption for share-based payment | 178 | 131 |
| Imposition of disgorgement | - | 380 |
| Net cash used in financing activities | ( 45,003) | ( 16,008) |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( 12,154) | 92,952 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 306,001 | 213,049 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 293,847 | $ 306,001 |
| The accompanying notes are an integral part of the financial statements. | (Concluded) |
- 28 -
- 29 -
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of M3 Technology Inc. as of and for the year ended December 31, 2025, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, M3 Technology Inc. and subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
M3 TECHNOLOGY INC.
By
AP Memory Technology Corporation
Representative: Yu-Hsin Lin
Chairman
February 25, 2026
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
M3 Technology Inc.
Opinion
We have audited the accompanying consolidated financial statements of M3 Technology Inc. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended
December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter of the Group's consolidated financial statements for the year ended December 31, 2025 is stated as follows:
Recognition of revenue from the specific customer
The revenue from specific customer amounted to NT$367,230 thousand in 2025; such amount which accounted for 38% of sales revenue is a significant amount of the Group's consolidated financial statements. Therefore, recognition of revenue from the specific customer was deemed to be a key audit matter.
For the accounting policy on recognition of revenue from the specific customer, refer to Note 4 (I2).
The audit procedures for the abovementioned key audit matter were as follows:
- We understood the design and tested the effectiveness of the internal controls with respect to recognition of revenue from specific customer.
- We sent out confirmation request to specific customer; we requested confirmation of the total amount of revenue for the year.
- We selected samples of sales to specific customer and validated the details against the supporting documents, including sales orders, delivery documents and cash received from customer to verify the occurrence of sales transactions.
- We validated selected samples of sales returns and collection of trade receivables after the year-end against the data as of December 31, 2025.
Other Matter
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management
- 31 -
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
-
32 -
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
- 33 -
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Chih-Feng Yu and Pi-Yu Chuang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
- 34 -
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 316,795 | 17 | $ 340,932 | 20 |
| Financial assets at amortized cost - current (Notes 4, 7 and 27) | 1,102,285 | 58 | 848,037 | 48 |
| Notes receivable (Notes 4, 8 and 18) | 6,916 | - | 6,391 | - |
| Trade receivables (Notes 4, 8, 18 and 26) | 158,837 | 8 | 158,082 | 9 |
| Other receivables (Note 4) | 1,199 | - | 1,835 | - |
| Inventories (Notes 4, 5 and 9) | 111,483 | 6 | 139,749 | 8 |
| Prepayments | 2,477 | - | 5,178 | - |
| Other current assets (Note 20) | 1 | - | 64,522 | 4 |
| Total current assets | 1,699,993 | 89 | 1,564,726 | 89 |
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment (Notes 4 and 11) | 163,086 | 9 | 161,743 | 9 |
| Right-of-use assets (Notes 4 and 12) | 7,604 | - | 2,086 | - |
| Intangible assets (Notes 4 and 13) | 10,800 | 1 | 9,157 | 1 |
| Deferred tax assets (Notes 4 and 20) | 16,386 | 1 | 12,763 | 1 |
| Prepayments for equipment | 36 | - | 1,764 | - |
| Refundable deposits | 832 | - | 1,177 | - |
| Other non-current assets | 1,949 | - | - | - |
| Total non-current assets | 200,693 | 11 | 188,690 | 11 |
| TOTAL | $ 1,900,686 | 100 | $ 1,753,416 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4 and 14) | $ 30,000 | 2 | $ - | - |
| Contract liabilities - current (Notes 4 and 18) | 149 | - | 7 | - |
| Notes payable | 17 | - | 3 | - |
| Trade payables | 56,579 | 3 | 46,562 | 3 |
| Other payables (Note 15) | 114,264 | 6 | 114,015 | 6 |
| Current tax liabilities (Notes 4 and 20) | 27,418 | 1 | 10,796 | 1 |
| Provisions - current (Note 4) | 9,354 | 1 | 9,649 | - |
| Lease liabilities - current (Notes 4 and 12) | 4,286 | - | 2,117 | - |
| Other current liabilities | 1,448 | - | 9,989 | 1 |
| Total current liabilities | 243,515 | 13 | 193,138 | 11 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities (Notes 4 and 20) | - | - | 4,747 | - |
| Lease liabilities - non-current (Notes 4 and 12) | 3,393 | - | 27 | - |
| Total non-current liabilities | 3,393 | - | 4,774 | - |
| Total liabilities | 246,908 | 13 | 197,912 | 11 |
| EQUITY (Notes 4, 17 and 22) | ||||
| Share capital | ||||
| Ordinary share | 437,056 | 23 | 428,321 | 24 |
| Share capital awaiting retirement | ( 40) | - | - | - |
| Total share capital | 437,016 | 23 | 428,321 | 24 |
| Capital surplus | 590,054 | 31 | 591,465 | 34 |
| Retained earnings | ||||
| Legal reserve | 96,510 | 5 | 84,354 | 5 |
| Unappropriated earnings | 564,943 | 30 | 504,805 | 29 |
| Total retained earnings | 661,453 | 35 | 589,159 | 34 |
| Other equity | ||||
| Exchange differences on translation of the financial statements of foreign operations | 149 | - | 877 | - |
| Unearned compensation | ( 6,469) | - | ( 25,893) | ( 1) |
| Total other equity | ( 6,320) | - | ( 25,016) | ( 1) |
| Treasury shares | ( 28,425) | ( 2) | ( 28,425) | ( 2) |
| Total equity | 1,653,778 | 87 | 1,555,504 | 89 |
| TOTAL | $ 1,900,686 | 100 | $ 1,753,416 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 18 and 26) | ||||
| Sales revenue | $ 975,265 | 101 | $ 910,129 | 100 |
| Sales returns | ( 1,351) | - | ( 1,299) | - |
| Sales discounts | ( 7,249) | ( 1) | ( 1,652) | - |
| Total operating revenue, net | 966,665 | 100 | 907,178 | 100 |
| OPERATING COSTS (Notes 4, 5, 9 and 19) | 500,786 | 52 | 480,113 | 53 |
| GROSS PROFIT | 465,879 | 48 | 427,065 | 47 |
| OPERATING EXPENSES (Notes 4 and 19) | ||||
| Selling and marketing expenses | 53,276 | 5 | 50,067 | 6 |
| General and administrative expenses | 70,889 | 7 | 71,044 | 8 |
| Research and development expenses | 134,347 | 14 | 166,173 | 18 |
| Total operating expenses | 258,512 | 26 | 287,284 | 32 |
| PROFIT FROM OPERATIONS | 207,367 | 22 | 139,781 | 15 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income | 27,525 | 3 | 25,667 | 3 |
| Other income | 599 | - | 150 | - |
| Other gains and losses | 288 | - | 1,297 | - |
| Financial costs | ( 246) | - | ( 2,118) | - |
| Foreign exchange gains, net (Notes 4 and 19) | - | - | 27,028 | 3 |
| Foreign exchange losses, net (Notes 4 and 19) | ( 34,680) | ( 4) | - | - |
| Total non-operating income and expenses | ( 6,514) | ( 1) | 52,024 | 6 |
| PROFIT BEFORE INCOME TAX | 200,853 | 21 | 191,805 | 21 |
| INCOME TAX EXPENSE (Notes 4 and 20) | ( 43,611) | ( 5) | ( 70,247) | ( 8) |
| NET PROFIT FOR THE YEAR | 157,242 | 16 | 121,558 | 13 |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | ( 728) | - | 413 | - |
(Continued)
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Other comprehensive income (loss) for the year | ($ 728) | - | $ 413 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 156,514 | 16 | $ 121,971 | 13 |
| EARNINGS PER SHARE (Note 21) | ||||
| Basic | $ 3.70 | $ 2.94 | ||
| Diluted | $ 3.63 | $ 2.84 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
- 37 -
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2026
(In Thousands of New Taiwan Dollars)
| Ordinary Shares (Notes 4,17 and 22) | Capital Surplus (Notes 4,17 and 22) | Retained Earnings (Note 17) | Other Equity (Notes 4,17 and 22) | Treasury Shares (Notes 4,17 and 22) | Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Share capital awaiting retirement | Total | Legal Reserve | Unappropriated Earnings | Total | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Unearned Compensation | Total | |||||
| BALANCE AT JANUARY 1, 2024 | 42,542 | $ 425,421 | ($ 540) | $ 424,881 | $ 565,381 | $ 62,506 | $ 530,661 | $ 593,167 | $ 464 | ($ 65,945) | ($ 65,481) | ($ 134,835) | $ 1,383,113 | |
| Appropriation of the 2023 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | - | 21,848 | ( 21,848) | - | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 125,697) | ( 125,697) | - | - | - | - | ( 125,697) | |
| Employee compensation cost for employee share options | - | - | - | - | 37 | - | - | - | - | - | - | - | 37 | |
| Cash dividend redemption for share-based payment | - | - | - | - | - | - | 131 | 131 | - | - | - | - | 131 | |
| Employee compensation cost for restricted employee shares | - | - | - | - | - | - | - | - | - | 38,186 | 38,186 | - | 38,186 | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | - | 121,558 | 121,558 | - | - | - | - | 121,558 | |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | - | - | - | 413 | - | 413 | - | 413 | |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | - | 121,558 | 121,558 | 413 | - | 413 | - | 121,971 | |
| Gain on disgorgement | - | - | - | - | 380 | - | - | - | - | - | - | - | 380 | |
| Issuance of ordinary shares under employee share options | 362 | 3,620 | - | 3,620 | 2,081 | - | - | - | - | - | - | - | 5,701 | |
| Issuance of employee restricted shares | 32 | 320 | - | 320 | 3,664 | - | - | - | - | ( 3,984) | ( 3,984) | - | - | |
| Cancellation of employee restricted shares | ( 104 ) | ( 1,040 ) | 540 | ( 500) | ( 5,350) | - | - | - | - | 5,850 | 5,850 | - | - | |
| Treasury shares transferred to employees for share-based payment | - | - | - | - | 25,272 | - | - | - | - | - | - | 106,410 | 131,682 | |
| BALANCE AT DECEMBER 31, 2024 | 42,832 | 428,321 | - | 428,321 | 591,465 | 84,354 | 504,805 | 589,159 | 877 | ( 25,893) | ( 25,016) | ( 28,425) | 1,555,504 | |
| Appropriation of the 2024 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | - | 12,156 | ( 12,156) | - | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 85,126) | ( 85,126) | - | - | - | - | ( 85,126) | |
| Employee compensation cost for restricted employee shares | - | - | - | - | - | - | - | - | - | 14,096 | 14,096 | - | 14,096 | |
| Cash dividend redemption for share-based payment | - | - | - | - | - | - | 178 | 178 | - | - | - | - | 178 | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | - | 157,242 | 157,242 | - | - | - | - | 157,242 | |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | - | - | - | ( 728) | - | ( 728) | - | ( 728) | |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | - | 157,242 | 157,242 | ( 728) | - | ( 728) | - | 156,514 | |
| Issuance of ordinary shares under employee share options | 915 | 9,150 | - | 9,150 | 3,462 | - | - | - | - | - | - | - | 12,612 | |
| Cancellation of employee restricted shares | ( 41 ) | ( 415 ) | ( 40 ) | ( 455) | ( 4,873) | - | - | - | - | 5,328 | 5,328 | - | - | |
| BALANCE AT DECEMBER 31, 2025 | 43,706 | $ 437,056 | ($ 40 ) | $ 437,016 | $ 590,054 | $ 96,510 | $ 564,943 | $ 661,453 | $ 149 | ($ 6,469) | ($ 6,320) | ($ 28,425) | $ 1,653,778 |
The accompanying notes are an integral part of the consolidated financial statements.
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 200,853 | $ 191,805 |
| Adjustments for | ||
| Depreciation expense | 42,568 | 35,354 |
| Amortization expense | 6,804 | 10,653 |
| Financial costs | 246 | 2,118 |
| Interest income | ( 27,525) | ( 25,667) |
| Compensation cost of treasury shares | - | 25,582 |
| Compensation cost of employee share options | - | 37 |
| Compensation cost of employee restricted shares | 14,096 | 38,186 |
| Loss on disposal of property, plan and equipment | - | 8 |
| Gain on lease modifications | ( 2) | ( 38) |
| Loss on disposal of other assets | 9 | - |
| (Reversal) write-down of inventories | ( 4,061) | 11,939 |
| Unrealized loss (gain) on foreign currency exchange | 27,013 | ( 19,750) |
| Reversal of provisions | ( 295) | ( 1,347) |
| Changes in operating assets and liabilities | ||
| Notes receivable | ( 525) | ( 5,396) |
| Trade receivables | ( 1,259) | 12,728 |
| Other receivables | 517 | ( 929) |
| Inventories | 32,327 | 29,300 |
| Prepayments | 2,701 | ( 1,218) |
| Other current assets | ( 1) | ( 64,522) |
| Contract liabilities | 142 | ( 645) |
| Notes payable | 14 | ( 2) |
| Accounts payable | 10,252 | ( 11,399) |
| Other payables | 5,823 | ( 6,771) |
| Other current liabilities | ( 8,541) | 8,864 |
| Net cash generated from operations | 301,156 | 228,890 |
| Interest received | 27,329 | 25,344 |
- 39 -
- 40 -
Interest paid
( 241 ) ( 2,118 )
Income tax returned (paid)
29,163 ( 75,622 )
Net cash generated from operating activities
357,407 176,494
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
(2,068,065) (1,787,538)
Proceeds from sale of financial assets at amortized cost
1,787,130 1,781,680
Payments for property, plant and equipment
( 47,032 ) ( 32,642 )
Increase in refundable deposits
- ( 650 )
Decrease in refundable deposits
668 -
Payments for intangible assets
( 4,845 ) ( 4,518 )
Increase in other non-current assets
( 1,876 )
Increase in prepayments for equipment
( 36 ) ( 1,764 )
(Continued)
M3 TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Net cash used in investing activities | ($334,056) | ($ 45,432) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 30,000 | - |
| Repayment of the principal portion of lease liabilities | ( 4,358) | ( 3,434) |
| Cash dividend paid | ( 85,126) | ( 125,697) |
| Exercise of employee share options | 12,612 | 5,701 |
| Treasury shares sold to employees | - | 106,100 |
| Cash dividend redemption for share-based payment | 178 | 131 |
| Imposition of disgorgement | - | 380 |
| Net cash used in financing activities | ( 46,694) | ( 16,819) |
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ( 794) | 297 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( 24,137) | 114,540 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 340,932 | 226,392 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $316,795 | $340,932 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
- 41 -
Attachment 4 · Audit Committee Review Report
M3 Technology Inc.
Audit Committee Review Report
The Board of Directors has prepared the 2025 financial statements (including parent company only and consolidated financial statements), and the business report, and earning distribution proposal have been prepared and submitted by the Board of Directors. The financial statements (including parent company only and consolidated financial statements) have been audited by CPA Chih-Feng Yu and CPA Pi-Yu Chuang of Deloitte Taiwan, and an audit report has been issued. The aforementioned reports and statements prepared by the Board of Directors have been reviewed completely and determined to be correct and accurate by the Audit Committee. In accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for review.
To:
M3 Technology Inc.
2026 Annual Shareholders Meeting
Audit Committee Convener: Zhi-Feng Jiang
February 25, 2026
沈克樟
- 42 -
Attachment 5
\cdot
2025 Earnings Distribution Table
M3 Technology Inc.
Earnings Distribution Table
2025
Unit: NTD
| Items | Amount | Notes |
|---|---|---|
| Undistributable retained earnings in the previous year | 407,522,835 | |
| Additions: | ||
| Net income after tax for 2025 | 157,241,504 | |
| Recovered from share-based compensation | 178,414 | |
| Deductions: | ||
| Provision of legal reserve | (15,724,150) | |
| Distributable earnings for 2025 | 549,218,603 | |
| Scope of allocation : | ||
| Cash dividends for common shares of 2025Q1 | - | |
| Cash dividends for common shares of 2025Q2 | - | |
| Cash dividends for common shares of 2025Q3 | - | |
| Cash dividends for common shares of 2025Q4 | (108,507,483) | NT$2.5 per share |
| Undistributed retained earnings at the end of the period | 440,711,120 |
Chairman of the Board: AP Memory Technology Corporation
Representative: Yu-Hsin Lin
CEO: Robbins Yeh
Finance Manager: Chia-Hsin Lin
Attachment 6 - Amendment to the Company's " Rules and Procedures of Shareholders "
M3 Technology Inc.
Comparison Table of Amendment to the Rules and Procedures of Shareholders
| Article No. | Amended Article | Current Article | Description |
|---|---|---|---|
| Article 2 | (Omitted) | ||
| This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, as well as the shareholders meeting agenda and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, this Corporation shall, before 15 days before the date of the shareholders meeting, this Corporation shall also | (Omitted) | ||
| This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available | In line with the amendment to Article 6, Paragraph 4 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, the scope of application has been expanded to require all listed companies to disclose relevant information, including the shareholders meeting agenda, 30 days prior to the date of the annual shareholders meeting. |
| Article No. | Amended Article | Current Article | Description |
|---|---|---|---|
| have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. | for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. | ||
| Article 12 | (Omitted) Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Where a shareholders meeting involves the election of directors and the number of candidates exceeds the number of seats to be filled, or involves the dismissal of directors, or involves matters as provided under Article 185 or Article 316 of the Company Act, Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, paragraph 2, subparagraph 1, or Article 26, paragraph 2, subparagraph 1 of the Financial Holding Company Act, the chairperson shall appoint a lawyer, certified public accountant, or public notary to serve as vote monitoring personnel. The persons so appointed shall not be persons responsible for matters relating to the voting procedures, nor may they be directors, managerial officers, or proxies of the Company or its affiliated enterprises. The vote monitoring personnel shall supervise the voting and vote-counting process and shall sign the vote tallying report. Where vote monitoring personnel are appointed in accordance with Paragraph 8, the minutes of the shareholders meeting shall record the names and titles of the vote monitoring personnel. | (Omitted) Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. (None) | With reference to the newly introduced provisions under the Malaysian listing rules, the vote monitoring personnel appointed by the chair shall, in addition to possessing relevant professional qualifications, also be required to maintain independence to avoid potential disputes. In determining such independence, the appointed vote monitoring personnel shall not participate in matters relating to the voting procedures of the relevant shareholders meeting, nor may they be directors, managerial officers, or employees of the Company or its affiliated enterprises. |
| Article | For a meeting to be postponed or resumed as described in the | For a meeting to be postponed or resumed as described in the | Minor textual revisions were made. |
| Article No. | Amended Article | Current Article | Description |
|---|---|---|---|
| 20 | preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. | ||
| For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. | |||
| During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors-independent directors. | preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. | ||
| For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. | |||
| During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. | |||
| Article 27 | These Rules are enacted on December 18, 2019. | ||
| The first amendment was made on June 24, 2020. | |||
| The second amendment was made on November 6, 2020. | |||
| The third amendment was made on May 17, 2021. | |||
| The fourth amendment was made on May 26, 2022. | |||
| The fifth amendment was made on May 24, 2023. | |||
| The sixth amendment was made on May 22, 2026. | These Rules are enacted on December 18, 2019. | ||
| The first amendment was made on June 24, 2020. | |||
| The second amendment was made on November 6, 2020. | |||
| The third amendment was made on May 17, 2021. | |||
| The fourth amendment was made on May 26, 2022. | |||
| The fifth amendment was made on May 24, 2023. | The current amendment date has been added. |
- 46 -
Attachment 7 - List of Director Candidate
M3 Technology Inc.
List of Director Candidate
| Title | Name | Select Education | Select Experiences | Current Positions | Current Shareholding |
|---|---|---|---|---|---|
| Director | AP Memory Technology Corporation | ||||
| Representative: Yu-Hsin Lin | M.S. in Accounting, National Chengchi University | Finance Manager, Alcor Micro,Corp. (TPEx: 8054) | |||
| Assistant Vice President, Yuanta Securities Co., Ltd. | |||||
| Auditor, Deloitte Taiwan | Chief Financial Officer and Spokesperson, AP Memory Technology Corporation (TWSE: 6531) | ||||
| Representative Director, AP Memory Japan Co., Ltd. | 4,987,000 | ||||
| Director | AP Memory Technology Corporation | ||||
| Representative: Chi-Hsun Hung | Ph.D. in Industrial Engineering and Management, National Yang Ming Chiao Tung University | Associate Vice President, R&D Engineering and Manufacturing Operations, Alcor Micro,Corp. (TPEx: 8054) | |||
| Senior Manager, Manufacturing Operations, Powerflash Technology Corporation | |||||
| Manager, Manufacturing Operations, eMemory Technology Inc. (TPEx: 3529) | Director and President, AP Memory Technology Corporation (TWSE: 6531) | ||||
| Chairman, CascadeTeq Inc. | |||||
| Representative of Institutional Director, Lyontek Inc. | |||||
| Representative of Institutional Director, APware Technology Ltd. | |||||
| Director, AP Memory Japan Co., Ltd. | 4,987,000 | ||||
| Director | Chang-Yong Chen | Master of Electronic Engineering, University of California, Berkeley, USA | Chairman of M3 Technology Inc. | ||
| Director of Blink Electronic Co., Ltd | |||||
| CEO of Mycomp Co., Ltd. | Director of M3 Technology Inc. | ||||
| Chairman of Xi An M3 Semiconductor Corporation | |||||
| Chairman of Intelligent Capital Corp. | 4,210,666 |
| Title | Name | Select Education | Select Experiences | Current Positions | Current Shareholding |
|---|---|---|---|---|---|
| Director | Shanyi Investment Co., Ltd | ||||
| Representative: Robbins Yeh | Master of Electrical Engineering, National Central University | Chairman of Innorich Venture Capital Corp. CEO of Youngtek Electronics Corp. (TPEx 6261) | |||
| Chairman of Synopsys, Inc | CEO and director of M3 Technology Inc. | ||||
| The corporate director representative of AP Memory Technology Corporation (TWSE:6531) | |||||
| Independent director of Progate Group Corporation (TPEx 8227) | 834,000 | ||||
| Director | Mosaix Labs Corporation | ||||
| Representative: Raymond Wu | Executive Master of Business Administration (EMBA), National Tsing Hua University | Senior Director, Operations & Manufacturing Division, PowerX Semiconductor Corporation | |||
| Senior Director, Operations Center, Richtek Technology Corporation | |||||
| Assistant Manager, Sales & Marketing, Analog Integrations Corp. | President of M3 Technology Inc. | 10,000 | |||
| Director | Shui Xin Investments Co., Ltd. | ||||
| Representative: Ching-Yao Lan | M.S. in Accounting, Soochow University | Member of the Compensation Committee, AP Memory Technology Corporation (TWSE: 6531) | |||
| Member of the Compensation Committee, LOTES Co., Ltd. (TWSE: 3533) | |||||
| Independent Director, Richmond International Travel & Tours Co., Ltd. (TPEx:2743) | |||||
| Supervisor, Taiwan Kong King CO., Ltd (TWSE: 3093) | |||||
| Independent Director, Thermaltake Technology Co., Ltd. (TPEx:3540) | |||||
| Adjunct Assistant Professor, Department of Accounting and Information, National Taipei University of Business | |||||
| Adjunct Lecturer, Department of Accounting, Soochow University | Supervisor, JL Engineering Co., Ltd. | ||||
| Director, Frank & Associates Plastic Co., Ltd. | |||||
| Supervisor, President Co., Ltd. | |||||
| Adjunct Assistant Professor, National Taipei University of Technology | 16,000 |
- 48 -
| Title | Name | Select Education | Select Experiences | Current Positions | Current Shareholding |
|---|---|---|---|---|---|
| Independent Director | Yeh Shu | Ph.D. in Accounting, University of California, Los Angeles (UCLA) | Independent Director, AP Memory Technology Corporation (TWSE: 6531) | ||
| Chief Financial Officer and Executive Vice President, Chunghwa Telecom Co., Ltd. (TWSE: 2412) | |||||
| Independent Director, Chunghwa Telecom Co., Ltd. (TWSE: 2412) | |||||
| Professor, Department of Accounting, National Taiwan University | Independent Director, Powerchip Semiconductor Manufacturing Corporation (TWSE:6770) | ||||
| Independent Director, GEM Services Inc.(TWSE: 6525) | |||||
| Adjunct Professor, Department of Accounting, National Taiwan University | - | ||||
| Independent Director | Hou-Yi Liang | Executive Master of Business Administration (EMBA), National Taiwan University | |||
| Master of Business Administration (MBA) and Master of Science in Industrial and Systems Engineering (MSISE), University of Southern California | Chairman, CEO and CFO of ALi Corporation | ||||
| CFO of Nephos (Taiwan) Inc. | |||||
| Director of Investor Relations of Mediatek | Chairman, Yingzhi Capital Co., Ltd.(盈智資本(股)公司) | ||||
| Chairman, Yizhi Investment Co., Ltd. (羿智投資(股)公司) | - |
- 49 -
| Title | Name | Select Education | Select Experiences | Current Positions | Current Shareholding |
|---|---|---|---|---|---|
| Independent Director | Yeu-Chung Lin | Ph.D., Physics, University of Massachusetts | Associate Professor, National Central University Manager, Hualong Microelectronics Corp. Vice President, ProMOS Technologies Inc. Chairman of the Board of Supervisors, Taiwan Semiconductor Industry Association General Manager, Putian ProMOS Co., Ltd. (普天茂德有限公司) Advisor, ADATA Technology Co., Ltd. (TPEx: 3260) General Manager, Kangdi Technology Co., Ltd. (康帝科技股份有限公司) Visiting Researcher, Department of Physics, National Taiwan University | Advisor and Columnist, DigiTimes Independent Director and Convener of the Audit Committee, ProMOS Technologies Inc. Supervisor, Alpha Intelligence Manifolds, Inc. Executive Supervisor, Taiwan Association of Quantum Computing and Information Technology, TAQCIT Semiconductor Advisor, Himalayan Project(希瑪拉雅計畫), National Yang Ming Chiao Tung University | - |
- 50 -
Attachment 8 - Details of Release the Restriction on Directors from Participation
M3 Technology Inc.
Details of Release the Restriction on Directors from
Participation in Competitive Business
| Name | Title and Company name of Competitive Business | |
|---|---|---|
| AP Memory Technology Corporation | ||
| Representative: Yu-Hsin Lin | AP Memory Technology Corporation (TWSE: 6531) | Chief Financial Officer and Spokesperson |
| AP Memory Japan 株式會社 | Representative Director | |
| AP Memory Technology Corporation | ||
| Representative: Chih-Hsun Hung | AP Memory Technology Corporation (TWSE: 6531) | Director and President |
| CascadeTeq Inc. | Chairman | |
| Lyontek Inc. | Representative of Institutional Director | |
| APware Technology Ltd. | Representative of Institutional Director | |
| AP Memory Japan 株式會社 | Director | |
| Chang-Yong Chen | Intelligent Capital Corp. | Chairman |
| Shanyi Investment Co., Ltd | ||
| Representative: Robbins Yeh | AP Memory Technology Corporation (TWSE:6531) | Representative of Institutional Director |
| Progate Group Corporation (TPEx 8227) | Independent Director | |
| Shui Xin Investments Co., Ltd. | ||
| Representative: Ching-Yao Lan | Frank & Associates Plastic Co., Ltd. | Director |
| Yeh Shu | Powerchip Semiconductor Manufacturing Corporation (TWSE:6770) | Independent Director |
| GEM Services Inc.(TWSE: 6525) | Independent Director | |
| Yeu-Chung Lin | ProMOS Technologies Inc. | Independent Director |
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Attachment 9 - the Transactions with Related Parties in 2025
M3 Technology Inc.
the transactions with related parties in 2025
a. Related party name and category
| Related Party Name | Related Party Category |
|---|---|
| ITE Tech. Inc. (ITE) | The Company’s director |
b. Operating revenue
| For the Year Ended December 31 | ||
|---|---|---|
| Line Item | Related Party Category/Name | 2025 |
| Sales revenue | The Company’s director | $ 4 |
There is no material difference between the transaction conditions of related parties above and ordinary transactions.
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